Debt converts to stock as Vivakor (NASDAQ: VIVK) issues new shares

Rhea-AI Filing Summary

Vivakor, Inc. reports several financing-related share issuances tied to existing convertible notes. A junior secured convertible promissory note issued on March 17, 2025 with a principal amount of $6,625,000 previously provided the Company $5,000,000 in proceeds on March 18, 2025. On October 2 and October 6, 2025, the lender converted $400,000 and $500,000 of this principal into 2,991,773 and 3,496,503 shares of common stock, which were issued without a Rule 144 restrictive legend.

Separately, on August 12, 2025, Vivakor issued a convertible promissory note with aggregate principal of $647,500 to a non-affiliated accredited investor in exchange for $550,000 in funding and agreed to issue 82,500 common shares as an additional incentive, which were issued with a restrictive legend on October 8, 2025. The Company states that these securities issuances were made under Section 4(a)(2) of the Securities Act to accredited investors familiar with its operations.

Insights

Capital structure analyst

Vivakor exchanges note principal for equity and grants incentive shares, shifting part of its financing from debt to stock.

Vivakor discloses that its junior secured convertible note with a principal amount of $6,625,000 has seen further conversion activity. Conversions of $400,000 and $500,000 of principal into 2,991,773 and 3,496,503 common shares reduce outstanding debt tied to this instrument while increasing the share count. These shares were issued without a Rule 144 restrictive legend, which can affect how readily they can be traded.

The separate August 12, 2025 convertible note with aggregate principal of $647,500 brought in $550,000 in cash proceeds, alongside an equity incentive of 82,500 restricted shares to the holder. Together, these transactions illustrate the Company’s use of convertible debt and equity incentives for financing, balancing non-cash note conversions with prior cash inflows from investors.

8-K Event Classification

Item 3.02 — Unregistered Sales of Equity Securities

1 item

Item 3.02 Unregistered Sales of Equity Securities Securities

The company sold equity securities in a private placement or other unregistered transaction.

Understanding 8-K Material Events →

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 2, 2025

VIVAKOR, INC.

(Exact name of registrant as specified in its charter)

Nevada		001-41286		26-2178141
(State or other jurisdiction of		(Commission		(IRS Employer
incorporation or organization)		File Number)		Identification No.)

5220 Spring Valley Road, Suite 500

Dallas, TX 75254

(Address of principal executive offices)

(469) 480-7175

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		VIVK		The Nasdaq Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 3.02 Unregistered Sales of Equity Securities

As previously reported, on March 17, 2025, Vivakor, Inc. (the “Company”), issued a junior secured convertible promissory note (the “Initial Note”) to J.J. Astor & Co. (the “Lender”), in the principal amount of $6,625,000 (the “Principal Amount”), in relation to a Loan and Security Agreement by and between the Company, its subsidiaries, and the Lender (the “Loan Agreement”). The Company received $5,000,000, before fees. The Company received the funds on March 18, 2025.

On October 2, 2025 and October 6, 2025, the Company received a Notices of Conversion from the Lender converting $400,000 and $500,000 of the Principal Amount of the Initial Note into 2,991,773 shares and 3,496,503 shares of the Company’s common stock, respectively (together, the “Shares”). Pursuant to the terms of the Initial Note and the Notices of Conversion, the Company issued the Shares. The Shares were issued without a Rule 144 restrictive legend pursuant to a legal opinion received by the Company and its transfer agent. The issuances of the foregoing securities were exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the holder is an accredited investor and familiar with our operations.

As previously reported, on August 12, 2025, the Company issued a convertible promissory note to a non-affiliated accredited investor (the “Holder”), in the aggregate principal amount of $647,500 in connection with a Securities Purchase Agreement entered into by and between the Company and the Holder (the “SPA”). The Company received $550,000 in exchange for issuing the note. In connection with the issuance of the note, the Company agreed to issue the Holder 82,500 shares of its common stock as additional incentive to enter into the SPA and the note. The Company issued the shares with a restrictive legend on October 8, 2025. The issuance of the foregoing securities was exempt from registration pursuant to Section 4(a)(2) of the Securities Act promulgated thereunder as the Holder is accredited investor and familiar with our operations.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	VIVAKOR, INC.
Dated: October 8, 2025	By:	/s/ James H. Ballengee
		Name:	James H. Ballengee
		Title:	Chairman, President & CEO

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FAQ

What financing transactions does Vivakor (VIVK) report in this 8-K?

Vivakor describes conversions of portions of a junior secured convertible note into common stock and details a separate convertible note financing with incentive share issuance to another accredited investor.

How much of Vivakore28099s junior secured convertible note was converted into stock?

The lender converted $400,000 and $500,000 of principal into 2,991,773 and 3,496,503 Vivakor common shares, respectively, under the junior secured convertible promissory note.

Did Vivakor receive cash from the junior secured convertible note mentioned in the filing?

Yes. Vivakor states that the note had a principal amount of $6,625,000 and that the Company received $5,000,000 in funds on March 18, 2025 in relation to that agreement.

What are the key terms of the August 12, 2025 convertible note for Vivakor (VIVK)?

Vivakor issued a convertible promissory note with aggregate principal of $647,500 to a non-affiliated accredited investor and received $550,000 in exchange, plus granted 82,500 common shares as an additional incentive.

How were the Vivakor shares issued in these transactions treated under securities laws?

Vivakor states that the issuances were made under Section 4(a)(2) of the Securities Act to accredited investors familiar with its operations. Shares to the note lender were issued without a Rule 144 restrictive legend, while the 82,500 incentive shares carried a restrictive legend.

Who is the lender under Vivakore28099s junior secured convertible promissory note?

The junior secured convertible promissory note was issued to J.J. Astor & Co., which later submitted the conversion notices resulting in common stock issuance.